Counterparts clause: Copy, customize, and use instantly
Introduction
A counterparts clause allows parties to sign a contract in separate copies, with all copies together forming one agreement. This is particularly useful for contracts negotiated remotely or when multiple signatures are required. By including a counterparts clause, you ensure the contract is valid even if signatures are on different documents.
Below are counterparts clause templates tailored for different situations. Copy, customise, and use them in your agreement.
Neutral counterparts clause
This clause provides a standard approach to signing in counterparts, suitable for most agreements.
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
Electronic counterparts clause
This clause explicitly allows electronic signatures and copies, making it ideal for modern contracts signed digitally.
This agreement may be executed in counterparts, including electronic or scanned copies, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures delivered electronically shall have the same legal effect as original signatures.
Multiple-party counterparts clause
For contracts with several parties, this clause ensures each party’s counterpart is valid and collectively forms one agreement.
This agreement may be executed in multiple counterparts, with each counterpart deemed an original when signed by one or more parties. All counterparts together shall constitute one agreement, effective as of the date of the last signature.
Cross-border counterparts clause
Designed for international contracts, this clause ensures counterparts are valid across different jurisdictions.
This agreement may be executed in counterparts, including electronic copies, and signed in different jurisdictions. Each counterpart shall be deemed an original and, collectively, they shall constitute one binding agreement, enforceable in all relevant jurisdictions.
Flexible counterparts clause
This clause offers additional flexibility by allowing the use of both physical and electronic counterparts.
This agreement may be executed in counterparts, whether physically or electronically, and delivered by hand, mail, email, or fax. Each counterpart shall be deemed an original, and all counterparts together shall constitute one agreement.
Highly formal counterparts clause
This clause is tailored for high-stakes contracts where formalities like notarized signatures or physical originals are critical.
This agreement may be executed in counterparts, with each counterpart signed by the parties and delivered in its original form. Counterparts signed electronically or without notarization shall not be considered valid unless explicitly agreed upon in writing by all parties.
Conditional counterparts clause
This clause ensures that the agreement is not binding until all counterparts are signed and exchanged.
This agreement may be executed in counterparts. However, no counterpart shall be effective until all parties have signed and exchanged their respective copies, whether in original or electronic form.
Counterparts with effective date clause
This clause specifies that the contract takes effect once all counterparts are signed and dated.
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This agreement shall become effective only upon execution and delivery of all counterparts by all parties as of the date set forth on the signature page.
Execution-only counterparts clause
This clause focuses on execution and excludes delivery as a condition for validity.
This agreement may be executed in counterparts, each of which shall be deemed an original. Delivery of counterparts is not required for the agreement to become effective, provided all parties have signed their respective copies.
Counterparts with electronic delivery clause
This clause emphasizes the validity of electronic delivery methods for counterparts.
This agreement may be executed in counterparts, and signatures may be delivered by email, electronic signature platform, or other electronic means. Such delivery shall be as effective as delivering an original signed counterpart in person.
Simultaneous counterparts clause
This clause requires all parties to execute and exchange counterparts simultaneously for the agreement to take effect.
This agreement may be executed in counterparts. All counterparts must be signed and exchanged simultaneously for this agreement to become binding and effective.
Counterparts with confidentiality clause
This clause adds a confidentiality obligation to each counterpart.
This agreement may be executed in counterparts, each of which shall be deemed an original. All counterparts and their contents shall be confidential and may not be shared with third parties without the written consent of all parties.
Counterparts with language consistency clause
For multilingual agreements, this clause ensures all counterparts are consistent in language.
This agreement may be executed in counterparts, each in the same language. All counterparts, regardless of jurisdiction or delivery method, shall constitute one and the same agreement.
Counterparts with time-stamping clause
This clause ensures that electronically signed counterparts include a timestamp for accuracy.
This agreement may be executed in counterparts, including electronically signed versions. Each electronically signed counterpart must include a time and date stamp to ensure accuracy and validity.
Counterparts with witness clause
This clause requires that each counterpart be signed in the presence of a witness to ensure enforceability.
This agreement may be executed in counterparts, each of which shall be deemed an original. Each counterpart must be signed in the presence of a witness, whose signature and details shall be included on the document for it to be valid.
Counterparts with signature page aggregation clause
This clause allows the final contract to be assembled by combining signature pages from different counterparts.
This agreement may be executed in counterparts, and signature pages from each counterpart may be combined into a single document for record-keeping and enforcement purposes. Each signature page shall be deemed an integral part of this agreement.
Counterparts with delivery receipt acknowledgment clause
This clause ensures that delivered counterparts are acknowledged by the receiving party for validity.
This agreement may be executed in counterparts, each of which shall be deemed an original. A counterpart shall only be effective upon receipt and written acknowledgment by the receiving party, whether delivered electronically or physically.
Counterparts with priority clause
This clause specifies which counterpart is considered authoritative if discrepancies arise.
This agreement may be executed in counterparts, each of which shall be deemed an original. In the event of any discrepancies between counterparts, the counterpart signed by [insert party/role] shall be deemed the authoritative version.
Counterparts for conditional agreements clause
This clause ensures that counterparts are only binding if certain preconditions are met.
This agreement may be executed in counterparts, but no counterpart shall be effective unless and until all specified conditions precedent have been fulfilled and documented in writing.
Counterparts with retention of originals clause
This clause ensures that at least one original counterpart is retained for official records.
This agreement may be executed in counterparts, each of which shall be deemed an original. At least one signed original counterpart shall be retained by [insert party] for record-keeping purposes.
Counterparts for remote execution clause
This clause explicitly allows for counterparts to be signed in entirely remote settings.
This agreement may be executed in counterparts, including through fully remote execution. Electronic or scanned signatures shall be deemed valid, and physical presence of the parties is not required for the agreement to be binding.
Counterparts with no re-signature required clause
This clause ensures that counterparts remain binding without requiring re-signature if changes are made to the aggregated final agreement.
This agreement may be executed in counterparts, and the aggregation of counterparts into a final agreement does not require additional signatures for it to remain binding and enforceable.
Counterparts for future amendments clause
This clause extends the execution in counterparts to future amendments of the agreement.
Any amendments to this agreement may also be executed in counterparts, each of which shall be deemed an original. All executed counterparts of amendments shall form part of the original agreement.
Counterparts for conditional delivery clause
This clause makes counterparts valid only upon delivery after satisfying pre-agreed conditions.
This agreement may be executed in counterparts, but no counterpart shall be effective until all parties agree in writing that the preconditions for delivery have been satisfied.
Counterparts with destruction upon execution clause
This clause requires the destruction of unsigned copies to avoid confusion over validity.
This agreement may be executed in counterparts, and all unsigned counterparts shall be destroyed upon full execution of valid counterparts to ensure clarity of binding versions.
Counterparts with restricted signatory clause
This clause restricts execution to authorized signatories, emphasizing exclusivity.
This agreement may be executed in counterparts, and only authorized signatories as listed in [insert document/appendix] may execute the counterparts. Unauthorized signatures shall render the counterpart invalid.
Counterparts with regulatory compliance clause
This clause ensures counterparts comply with specific regulatory requirements.
This agreement may be executed in counterparts, provided that each counterpart complies with the regulatory standards of [insert jurisdiction or regulatory body]. Non-compliant counterparts shall be deemed void.
Counterparts with localized execution clause
This clause accounts for different signing procedures in various localities.
This agreement may be executed in counterparts, with each counterpart signed in compliance with the signing formalities of the locality where the execution occurs. All counterparts shall collectively form one binding agreement.
Counterparts for sequential execution clause
This clause allows for counterparts to be signed in a specific sequence by the parties.
This agreement may be executed in counterparts, and the execution of counterparts must follow the sequence specified in [insert clause/appendix]. A counterpart signed out of sequence shall not be considered valid.
Counterparts for industry-specific agreements clause
This clause is tailored for industries with unique contract execution standards, such as construction or healthcare.
This agreement may be executed in counterparts, each conforming to the standards and practices of the [insert industry, e.g., “construction”] sector. All counterparts together shall constitute a binding agreement.
Counterparts with jurisdictional hierarchy clause
This clause ensures that counterparts executed in different jurisdictions adhere to a specific legal hierarchy.
This agreement may be executed in counterparts, each valid under the laws of the jurisdiction where it is signed. In the event of a conflict, the counterparts executed in [insert primary jurisdiction] shall take precedence.
Counterparts with digital ledger clause
This clause integrates blockchain or digital ledger technology for signing and verifying counterparts.
This agreement may be executed in counterparts, with each counterpart recorded and verified on a secure digital ledger. The ledger record shall serve as definitive proof of execution.
Counterparts for non-simultaneous delivery clause
This clause allows counterparts to be signed and delivered at different times without affecting the validity of the agreement.
This agreement may be executed in counterparts, each of which shall be valid regardless of the time or date of delivery. All counterparts together shall form one binding agreement.
Counterparts with language-specific clause
This clause addresses multilingual agreements, ensuring each counterpart is equally authoritative.
This agreement may be executed in counterparts, each in a different language. Each language version shall be deemed equally authoritative, provided that no material discrepancies exist between versions.
Counterparts with execution deadline clause
This clause requires all counterparts to be executed within a specific time frame to be valid.
This agreement may be executed in counterparts, but all counterparts must be signed and delivered within [insert time period] from the date of this agreement. Counterparts executed outside this period shall be invalid.
Counterparts for specific document types clause
This clause restricts execution in counterparts to specific sections or types of the agreement.
This agreement may be executed in counterparts, but only for [specific sections, e.g., “addendums, exhibits, or schedules”]. All counterparts together shall constitute one binding agreement.
Counterparts for dependent agreements clause
This clause links the execution of counterparts to the validity of related agreements.
This agreement may be executed in counterparts, and its validity is contingent upon the execution of related agreements as listed in [insert appendix]. If the related agreements are not executed, this agreement shall be void.
Counterparts with pre-signed acknowledgment clause
This clause requires acknowledgment of pre-signed counterparts before they become valid.
This agreement may be executed in counterparts, but no counterpart shall be valid until it has been acknowledged in writing by all parties after delivery.
Counterparts with secure storage clause
This clause mandates secure storage of executed counterparts for compliance and safekeeping.
This agreement may be executed in counterparts, and all executed counterparts must be stored securely by [insert responsible party]. Access to counterparts is restricted to authorized parties only.
Counterparts for witness-only agreements clause
This clause ensures that counterparts signed in the presence of witnesses are the only valid versions.
This agreement may be executed in counterparts, but only those signed in the presence of a witness and bearing the witness’s signature shall be deemed valid.
Counterparts with supplemental document clause
This clause allows for additional documents to be executed in counterparts as supplements to the main agreement.
This agreement may be executed in counterparts, and any supplemental documents referenced herein may also be executed in counterparts. All documents together shall form a single binding agreement.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.